BYLAWS

                               BCSB BANCORP, INC.




                             ARTICLE I - HOME OFFICE

     The home office of BCSB Bancorp,  Inc. (the "subsidiary  holding  company")
shall  be 4111 E.  Joppa  Road,  in the  County  of  Baltimore  in the  State of
Maryland.


                            ARTICLE II - SHAREHOLDERS

     SECTION  1.  PLACE  OF  MEETINGS.   All  annual  and  special  meetings  of
shareholders  shall be held at the home office of the subsidiary holding company
or at such other convenient place as the board of directors may determine.

     SECTION 2. ANNUAL MEETING.  A meeting of the shareholders of the subsidiary
holding  company for the election of directors  and for the  transaction  of any
other business of the subsidiary  holding  company shall be held annually within
150 days after the end of the subsidiary  holding  company's  fiscal year on the
second Wednesday of February,  if not a legal holiday,  and, if a legal holiday,
then on the next day following which is not a legal holiday, at 4:00 p.m., or at
such other date and time within such  150-day  period as the board of  directors
may determine.

     SECTION 3. SPECIAL  MEETINGS.  Special meetings of the shareholders for any
purpose or purposes,  unless  otherwise  prescribed  by the  regulations  of the
Office  of  Thrift  Supervision  ("Office")  may be  called  at any  time by the
chairman of the board,  the president,  or a majority of the board of directors,
and  shall be  called  by the  chairman  of the  board,  the  president,  or the
secretary upon the written  request of the holders of not less than one-tenth of
all of the outstanding  capital stock of the subsidiary holding company entitled
to vote at the meeting. Such written request shall state the purpose or purposes
of the  meeting  and shall be  delivered  to the home  office of the  subsidiary
holding company  addressed to the chairman of the board,  the president,  or the
secretary.

     SECTION  4.  CONDUCT OF  MEETINGS.  Annual and  special  meetings  shall be
conducted in accordance with the most current edition of Robert's Rules of Order
unless otherwise  prescribed by regulations of the Office or these bylaws or the
board of directors adopts another written procedure for the conduct of meetings.
The board of directors shall designate, when present, either the chairman of the
board or president to preside at such meetings.

     SECTION 5. NOTICE OF MEETINGS.  Written notice stating the place,  day, and
hour of the meeting and the  purpose(s) for which the meeting is called shall be
delivered  not  fewer  than 20 nor  more  than 50 days  before  the  date of the
meeting, either personally or by mail, by or at the direction of the chairman of
the board,  the  president,  or the  secretary,  or the  directors  calling  the
meeting,  to each  shareholder  of record  entitled to vote at such meeting.  If
mailed,  such notice shall be deemed to be delivered when deposited in the mail,
addressed to the  shareholder at the address as it appears on the stock transfer
books or  records  of the  subsidiary  holding  company  as of the  record  date
prescribed  in  Section 6 of this  Article  II with  postage  prepaid.  When any
shareholders'  meeting,  either  annual or special,  is adjourned for 30 days or
more,  notice  of the  adjourned  meeting  shall  be  given as in the case of an
original  meeting.  It shall not be necessary to give any notice of the time and
place of any meeting  adjourned  for less than 30 days or of the  business to be
transacted at the meeting,  other than an  announcement  at the meeting at which
such adjournment is taken.

     SECTION  6.  FIXING  OF  RECORD  DATE.   For  the  purpose  of  determining
shareholders  entitled to notice of or to vote at any meeting of shareholders or
any adjournment, or shareholders entitled to receive payment of any dividend, or
in order to make a determination  of shareholders  for any other proper purpose,
the board of  directors  shall fix in advance a date as the record  date for any
such determination of shareholders. Such date in any case shall be not more than
60 days and, in case of a meeting of shareholders,  not fewer than 10 days prior
to the date on which the  particular  action,  requiring such  determination  of
shareholders,  is to be taken. When a determination of



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shareholders  entitled to vote at any meeting of  shareholders  has been made as
provided in this Section 6, such determination shall apply to any adjournment.

     SECTION  7.  VOTING  LISTS.  At least 20 days  before  each  meeting of the
shareholders, the officer or agent having charge of the stock transfer books for
shares of the  subsidiary  holding  company  shall make a  complete  list of the
shareholders  of record  entitled to vote at such  meeting,  or any  adjournment
thereof,  arranged  in  alphabetical  order,  with the address and the number of
shares held by each. This list of shareholders shall be kept on file at the home
office of the subsidiary  holding  company and shall be subject to inspection by
any  shareholder of record or the  shareholder's  agent at any time during usual
business  hours for a period of 20 days prior to such  meeting.  Such list shall
also be produced and kept open at the time and place of the meeting and shall be
subject to inspection by any  shareholder of record or the  shareholder's  agent
during the entire time of the meeting.  The original  stock  transfer book shall
constitute  prima facie  evidence of the  shareholders  entitled to examine such
list or  transfer  books or to vote at any meeting of  shareholders.  In lieu of
making the shareholder list available for inspection by shareholders as provided
in the  preceding  paragraph,  the board of  directors  may elect to follow  the
procedures  prescribed  in  ss.552.6(d)  of the Office's  regulations  as now or
hereafter in effect.

     SECTION 8. QUORUM.  A majority of the outstanding  shares of the subsidiary
holding  company  entitled  to vote,  represented  in person or by proxy,  shall
constitute a quorum at a meeting of shareholders. If less than a majority of the
outstanding  shares is  represented  at a meeting,  a majority  of the shares so
represented may adjourn the meeting from time to time without further notice. At
such adjourned  meeting at which a quorum shall be present or  represented,  any
business may be  transacted  which might have been  transacted at the meeting as
originally  notified.  The shareholders  present at a duly organized meeting may
continue to transact business until adjournment,  notwithstanding the withdrawal
of enough shareholders to constitute less than a quorum. If a quorum is present,
the  affirmative  vote of the majority of the shares  represented at the meeting
and entitled to vote on the subject matter shall be the act of the shareholders,
unless the vote of a greater number of shareholders voting together or voting by
classes is required by law or the charter. Directors,  however, are elected by a
plurality of the votes cast at an election of directors.

     SECTION 9. PROXIES. At all meetings of shareholders, a shareholder may vote
by proxy executed in writing by the shareholder or by his or her duly authorized
attorney in fact. Proxies may be given  telephonically or electronically as long
as the holder uses a procedure for  verifying  the identity of the  shareholder.
Proxies  solicited on behalf of the management shall be voted as directed by the
shareholder or, in the absence of such direction, as determined by a majority of
the board of directors. No proxy shall be valid more than eleven months from the
date of its execution except for a proxy coupled with an interest.

     SECTION  10.  VOTING  OF SHARES  IN THE NAME OF TWO OR MORE  PERSONS.  When
ownership  stands in the name of two or more persons,  in the absence of written
directions to the subsidiary holding company to the contrary,  at any meeting of
the  shareholders  of the subsidiary  holding  company,  any one or more of such
shareholders  may cast, in person or by proxy, all votes to which such ownership
is  entitled.  In the event an attempt  is made to cast  conflicting  votes,  in
person or by proxy, by the several persons in whose names shares of stock stand,
the vote or votes to which those persons are entitled  shall be cast as directed
by a majority  of those  holding  such and present in person or by proxy at such
meeting, but no votes shall be cast for such stock if a majority cannot agree.

     SECTION 11.  VOTING OF SHARES OF CERTAIN  HOLDERS.  Shares  standing in the
name of another corporation may be voted by any officer,  agent, or proxy as the
bylaws of such corporation may prescribe,  or, in the absence of such provision,
as the board of directors of such  corporation may determine.  Shares held by an
administrator,  executor,  guardian,  or conservator may be voted by him or her,
either in person or by proxy,  without a transfer of such shares into his or her
name.  Shares  standing  in the  name of a  trustee  may be voted by him or her,
either in person or by proxy,  but no trustee  shall be  entitled to vote shares
held by him or her,  without a  transfer  of such  shares  into his or her name.
Shares held in trust in an IRA or Keogh  Account,  however,  may be voted by the
subsidiary  holding  company  if no  other  instructions  are  received.  Shares
standing  in the name of a receiver  may be voted by such  receiver,  and shares
held by or under the control of a receiver may be voted by such receiver without
the  transfer  into his or her name if  authority  to do so is  contained  in an
appropriate  order of the court or other public authority by which such receiver
was appointed.



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     A  shareholder  whose  shares are  pledged  shall be  entitled to vote such
shares until the shares have been transferred into the name of the pledgee,  and
thereafter the pledgee shall be entitled to vote the shares so transferred.

     Neither  treasury  shares of its own stock held by the  subsidiary  holding
company  nor shares  held by another  corporation,  if a majority  of the shares
entitled to vote for the  election of directors  of such other  corporation  are
held by the subsidiary holding company, shall be voted at any meeting or counted
in  determining  the total  number of  outstanding  shares at any given time for
purposes of any meeting.

     SECTION  12.  INSPECTORS  OF  ELECTION.   In  advance  of  any  meeting  of
shareholders, the board of directors may appoint any persons other than nominees
for office as inspectors of election to act at such meeting or any  adjournment.
The  number of  inspectors  shall be either one or three.  Any such  appointment
shall not be  altered at the  meeting.  If  inspectors  of  election  are not so
appointed,  the chairman of the board or the president may, or on the request of
not fewer than 10 percent of the votes  represented at the meeting  shall,  make
such  appointment at the meeting.  If appointed at the meeting,  the majority of
the votes  present shall  determine  whether one or three  inspectors  are to be
appointed. In case any person appointed as inspector fails to appear or fails or
refuses  to act,  the  vacancy  may be  filled  by  appointment  by the board of
directors  in advance of the  meeting or at the  meeting by the  chairman of the
board or the president.

     Unless  otherwise  prescribed by regulations  of the Office,  the duties of
such inspectors  shall include:  determining the number of shares and the voting
power of each share, the shares  represented at the meeting,  the existence of a
quorum, and the authenticity,  validity and effect of proxies;  receiving votes,
ballots,  or consents;  hearing and  determining all challenges and questions in
any way arising in connection  with the rights to vote;  counting and tabulating
all votes or consents; determining the result; and such acts as may be proper to
conduct the election or vote with fairness to all shareholders.

     SECTION 13.  NOMINATING  COMMITTEE.  The board of directors shall appoint a
nominating  committee,  for  selecting the  management  nominees for election as
directors.  Except in the case of a nominee substituted as a result of the death
or other  incapacity of a management  nominee,  the nominating  committee  shall
deliver written  nominations to the secretary at least 20 days prior to the date
of the annual  meeting.  Provided  such  committee  makes such  nominations,  no
nominations for directors except those made by the nominating committee shall be
voted upon at the annual meeting unless other  nominations by  shareholders  are
made in writing and delivered to the secretary of the subsidiary holding company
in accordance with the provision of Section 14 of Article II set forth below.

     SECTION 14. NOTICE FOR NOMINATIONS AND PROPOSALS FOR NEW BUSINESS.

     A.  Nominations  for the election of directors  and  proposals  for any new
business to be taken up at any annual or special meeting of shareholders  may be
made by the board of  directors  of the  subsidiary  holding  company  or by any
shareholder of the subsidiary  holding company entitled to vote generally in the
election of directors.  In order for a  shareholder  of the  subsidiary  holding
company  to make any such  nominations  and/or  proposals,  he or she shall give
notice  thereof in writing,  delivered  or mailed by first class  United  States
mail,  postage prepaid,  to the secretary of the subsidiary  holding company not
less than 30 days nor more  than 60 days  prior to any such  meeting;  provided,
however,  that  if less  than  40  days'  notice  of the  meeting  is  given  to
shareholders,  such written notice shall be delivered or mailed,  as prescribed,
to the secretary of the subsidiary  holding  company not later than the close of
the tenth day  following  the day on which  notice of the  meeting was mailed to
shareholders.   Each  such  notice  given  by  a  shareholder  with  respect  to
nominations  for the  election of directors  shall set forth (i) the name,  age,
business  address and, if known,  residence  address of each nominee proposed in
such notice,  (ii) the principal  occupation or employment of each such nominee,
and (iii) the number of shares of stock of the subsidiary  holding company which
are beneficially owned by each such nominee. In addition, the shareholder making
such  nomination  shall  promptly  provide  any  other  information   reasonably
requested by the subsidiary holding company.

     B.  Each  such  notice  given  by a  shareholder  to the  secretary  of the
subsidiary  holding company with respect to business proposals to bring before a
meeting shall set forth in writing as to each matter: (i) a brief description of
the  business  desired to be brought  before the  meeting  and the  reasons  for
conducting  such  business at the meeting;  (ii) the name and  address,  as they
appear on the subsidiary  holding company's books, of the shareholder  proposing
such business;  (iii) the class and number of shares of the  subsidiary  holding
company which are beneficially  owned



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by the  shareholder;  and (iv) any material  interest of the shareholder in such
business.  Notwithstanding  anything  in  these  Articles  to the  contrary,  no
business  shall be  conducted  at the  meeting  except  in  accordance  with the
procedures set forth in this Section 14 of Article II.

     C. The chairman of the annual or special  meeting of  shareholders  may, if
the facts  warrant,  determine  and declare to such meeting that a nomination or
proposal was not made in  accordance  with the foregoing  procedure,  and, if he
should so  determine,  he shall so  declare  to the  meeting  and the  defective
nomination or proposal shall be disregarded and laid over for action at the next
succeeding adjourned, special or annual meeting of the shareholders taking place
thirty days or more thereafter.  This provision shall not require the holding of
any adjourned or special meeting of shareholders  for the purpose of considering
such defective nomination or proposal.

     SECTION 15.  INFORMAL  ACTION BY  SHAREHOLDERS.  Any action  required to be
taken at a meeting of the  shareholders,  or any other action which may be taken
at a meeting  of  shareholders,  may be taken  without a meeting  if  consent in
writing,  setting  forth  the  action  so  taken,  shall  be given by all of the
shareholders entitled to vote with respect to the subject matter.


                        ARTICLE III - BOARD OF DIRECTORS

     SECTION 1.  GENERAL  POWERS.  The  business  and affairs of the  subsidiary
holding  company  shall be under the  direction of its board of  directors.  The
board of directors  shall annually elect a chairman of the board and a president
from among its members and shall designate, when present, either the chairman of
the board or the president to preside at its meetings.

     SECTION 2. NUMBER AND TERM.  The board of directors  shall consist of eight
(8) members and shall be divided into three classes as nearly equal in number as
possible.  The  members of each class shall be elected for a term of three years
and until their successors are elected and qualified. One class shall be elected
by ballot annually.

     SECTION 3. REGULAR  MEETINGS.  A regular  meeting of the board of directors
shall be held without other notice than this bylaw  following the annual meeting
of shareholders. The board of directors may provide, by resolution, the time and
place, for the holding of additional  regular meetings without other notice than
such resolution. Directors may participate in a meeting by means of a conference
telephone  or  similar   communications   device   through   which  all  persons
participating can hear each other at the same time.  Participation by such means
shall constitute presence in person for all purposes.

     SECTION  4.  QUALIFICATION.  Each  director  shall  at  all  times  be  the
beneficial  owner of not less than 100 shares of capital stock of the subsidiary
holding  company  unless  the  subsidiary  holding  company  is a  wholly  owned
subsidiary of a holding company.

     SECTION 5. SPECIAL MEETINGS. Special meetings of the board of directors may
be called by or at the request of the chairman of the board,  the president,  or
one-third of the directors.  The persons  authorized to call special meetings of
the  board  of  directors  may fix any  place,  within  the  subsidiary  holding
company's normal lending territory, as the place for holding any special meeting
of the board of directors called by such persons.

     Members of the board of directors may  participate  in special  meetings by
means of conference telephone or similar  communications  equipment by which all
persons  participating  in the meeting can hear each other.  Such  participation
shall constitute presence in person for all purposes.

     SECTION 6. NOTICE.  Written notice of any special meeting shall be given to
each  director at least 24 hours prior thereto when  delivered  personally or by
telegram  or at least  five days prior  thereto  when  delivered  by mail at the
address at which the director is most likely to be reached. Such notice shall be
deemed to be delivered  when  deposited in the mail so  addressed,  with postage
prepaid if mailed,  when delivered to the telegraph company if sent by telegram,
or  when  the  subsidiary   holding  company  receives  notice  of  delivery  if
electronically  transmitted.  Any  director may waive notice of any meeting by a
writing  filed with the  secretary.  The  attendance  of a director at a meeting
shall  constitute  a waiver of notice of such  meeting,  except where a director
attends a meeting for the



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express  purpose of objecting  to the  transaction  of any business  because the
meeting  is  not  lawfully  called  or  convened.  Neither  the  business  to be
transacted at, nor the purpose of, any meeting of the board of directors need be
specified in the notice of waiver of notice of such meeting.

     SECTION 7. QUORUM. A majority of the number of directors fixed by Section 2
of this Article III shall constitute a quorum for the transaction of business at
any meeting of the board of directors; but if less than such majority is present
at a meeting,  a majority of the directors  present may adjourn the meeting from
time to time.  Notice of any adjourned meeting shall be given in the same manner
as prescribed by Section 5 of this Article III.

     SECTION  8.  MANNER OF ACTING.  The act of the  majority  of the  directors
present at a meeting at which a quorum is present  shall be the act of the board
of directors,  unless a greater number is prescribed by regulation of the Office
or by these bylaws.

     SECTION 9. ACTION WITHOUT A MEETING. Any action required or permitted to be
taken by the board of directors at a meeting may be taken without a meeting if a
consent in writing, setting forth the action so taken, shall be signed by all of
the directors.

     SECTION 10.  RESIGNATION.  Any director may resign at any time by sending a
written notice of such resignation to the home office of the subsidiary  holding
company  addressed  to the  chairman  of the  board  or  the  president.  Unless
otherwise  specified,  such  resignation  shall take effect upon  receipt by the
chairman of the board or the  president.  More than three  consecutive  absences
from regular meetings of the board of directors, unless excused by resolution of
the board of directors, shall automatically constitute a resignation,  effective
when such resignation is accepted by the board of directors.

     SECTION 11. VACANCIES.  Any vacancy occurring on the board of directors may
be filled by the  affirmative  vote of a  majority  of the  remaining  directors
although  less than a quorum of the board of  directors.  A director  elected to
fill a vacancy shall be elected to serve until the next election of directors by
the shareholders.  Any directorship to be filled by reason of an increase in the
number of directors  may be filled by election by the board of  directors  for a
term of office  continuing  only until the next  election  of  directors  by the
shareholders.

     SECTION 12. COMPENSATION.  Directors,  as such, may receive a stated salary
for their services. By resolution of the board of directors,  a reasonable fixed
sum,  and  reasonable  expenses  of  attendance,  if  any,  may be  allowed  for
attendance at each regular or special meeting of the board of directors. Members
of either standing or special  committees may be allowed such  compensation  for
attendance at committee meetings as the board of directors may determine.

     SECTION 13.  PRESUMPTION OF ASSENT.  A director of the  subsidiary  holding
company who is present at a meeting of the board of directors at which action on
any  subsidiary  holding  company  matter  is taken  shall be  presumed  to have
assented to the action  taken unless his or her dissent or  abstention  shall be
entered in the  minutes of the  meeting or unless he or she shall file a written
dissent to such action with the person  acting as the  secretary  of the meeting
before the adjournment  thereof or shall forward such dissent by registered mail
to the secretary of the  subsidiary  holding  company within five days after the
date a copy of the  minutes of the  meeting is  received.  Such right to dissent
shall not apply to a director who voted in favor of such action.

     SECTION  14.  REMOVAL OF  DIRECTORS.  At a meeting of  shareholders  called
expressly for that purpose, any director may be removed only for cause by a vote
of the holders of a majority of the shares then  entitled to vote at an election
of  directors.  Whenever  the holders of the shares of any class are entitled to
elect one or more  directors by the  provisions  of the charter or  supplemental
sections thereto,  the provisions of this section shall apply, in respect to the
removal of a director or directors so elected, to the vote of the holders of the
outstanding  shares of that class and not to the vote of the outstanding  shares
as a whole.

     SECTION 15.  ADVISORY  DIRECTORS.  The board of directors may by resolution
appoint  advisory  directors  to the  board,  who may also  serve  as  directors
emeriti,  and shall  have such  authority  and  receive  such  compensation  and
reimbursement  as the board of directors  shall provide.  Advisory  directors or
directors  emeriti  shall not have the authority to  participate  by vote in the
transaction of business.



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     SECTION  16. AGE  LIMITATION.  No person  shall be eligible  for  election,
reelection,  appointment,  or  reappointment  to the board of  directors if such
person is then more than 72 years of age. Any director who attains age 72 during
the term shall be allowed to complete the term.  This Section 16 of this Article
III does not apply to a  director  who has  served as a  director  of  Baltimore
County  Savings  Bank,  F.S.B.  continuously  since  1980.  Persons may serve as
advisory directors without regard to age.


                   ARTICLE IV - EXECUTIVE AND OTHER COMMITTEES

     SECTION 1. APPOINTMENT.  The board of directors, by resolution adopted by a
majority of the full board, may designate the chief executive officer and two or
more  of  the  other  directors  to  constitute  an  executive  committee.   The
designation  of any committee  pursuant to this Article IV and the delegation of
authority shall not operate to relieve the board of directors,  or any director,
of any responsibility imposed by law or regulation.

     SECTION 2. AUTHORITY. The executive committee,  when the board of directors
is not in session, shall have and may exercise all of the authority of the board
of directors except to the extent,  if any, that such authority shall be limited
by the resolution  appointing the executive committee;  and except also that the
executive  committee shall not have the authority of the board of directors with
reference  to: the  declaration  of  dividends;  the amendment of the charter or
bylaws of the subsidiary holding company,  or recommending to the stockholders a
plan of  merger,  consolidation,  or  conversion;  the  sale,  lease,  or  other
disposition  of all or  substantially  all of the  property  and  assets  of the
subsidiary holding company otherwise than in the usual and regular course of its
business;  a  voluntary   dissolution  of  the  subsidiary  holding  company;  a
revocation of any of the  foregoing;  or the approval of a transaction  in which
any member of the executive committee,  directly or indirectly, has any material
beneficial interest.

     SECTION 3. TENURE.  Subject to the  provisions of Section 8 of this Article
IV,  each member of the  executive  committee  shall hold office  until the next
regular  annual  meeting  of  the  board  of  directors  following  his  or  her
designation  and until a successor is  designated  as a member of the  executive
committee.

     SECTION 4.  MEETINGS.  Regular  meetings of the executive  committee may be
held without notice at such times and places as the executive  committee may fix
from time to time by resolution. Special meetings of the executive committee may
be called by any member  thereof upon not less than one day's notice stating the
place,  date, and hour of the meeting,  which notice may be written or oral. Any
member of the executive  committee may waive notice of any meeting and no notice
of any meeting  need be given to any member  thereof who attends in person.  The
notice of a  meeting  of the  executive  committee  need not state the  business
proposed to be transacted at the meeting.

     SECTION 5.  QUORUM.  A majority of the members of the  executive  committee
shall  constitute  a quorum  for the  transaction  of  business  at any  meeting
thereof,  and  action  of the  executive  committee  must be  authorized  by the
affirmative  vote of a majority of the  members  present at a meeting at which a
quorum is present.

     SECTION 6. ACTION WITHOUT A MEETING. Any action required or permitted to be
taken by the executive  committee at a meeting may be taken without a meeting if
a consent in writing,  setting forth the action so taken, shall be signed by all
of the members of the executive committee.

     SECTION 7. VACANCIES.  Any vacancy in the executive committee may be filled
by a resolution adopted by a majority of the full board of directors.

     SECTION 8. RESIGNATIONS AND REMOVAL.  Any member of the executive committee
may be  removed  at any time with or without  cause by  resolution  adopted by a
majority of the full board of directors.  Any member of the executive  committee
may resign from the executive  committee at any time by giving written notice to
the president or secretary of the subsidiary  holding company.  Unless otherwise
specified,  such resignation shall take effect upon its receipt;  the acceptance
of such resignation shall not be necessary to make it effective.

     SECTION 9.  PROCEDURE.  The  executive  committee  shall  elect a presiding
officer from its members and may fix its own rules of procedure  which shall not
be  inconsistent  with  these  bylaws.  It shall  keep  regular  minutes  of its


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proceedings and report the same to the board of directors for its information at
the meeting held next after the proceedings shall have occurred.

     SECTION 10.  OTHER  COMMITTEES.  The board of directors  may by  resolution
establish an audit,  loan, or other committee  composed of directors as they may
determine to be necessary or appropriate  for the conduct of the business of the
subsidiary  holding  company and may  prescribe  the duties,  constitution,  and
procedures thereof.


                              ARTICLE V - OFFICERS

     SECTION 1. POSITIONS.  The officers of the subsidiary holding company shall
be a president,  one or more vice  presidents,  a secretary,  and a treasurer or
comptroller,  each of whom shall be elected by the board of directors. The board
of directors  may also  designate  the chairman of the board as an officer.  The
offices of the secretary and treasurer may be held by the same person and a vice
president may also be either the secretary or the treasurer or comptroller.  The
board of directors may designate one or more vice  presidents as executive  vice
president or senior vice  president.  The board of  directors  may also elect or
authorize  the  appointment  of  such  other  officers  as the  business  of the
subsidiary  holding company may require.  The officers shall have such authority
and  perform  such  duties  as the  board of  directors  may  from  time to time
authorize or determine. In the absence of action by the board of directors,  the
officers  shall  have such  powers  and  duties as  generally  pertain  to their
respective offices.

     SECTION 2.  ELECTION  AND TERM OF OFFICE.  The  officers of the  subsidiary
holding  company shall be elected  annually at the first meeting of the board of
directors held after each annual meeting of the shareholders. If the election of
officers  is not  held at such  meeting,  such  election  shall  be held as soon
thereafter  as possible.  Each officer  shall hold office until a successor  has
been duly elected and qualified or until the officer's  death,  resignation,  or
removal  in the manner  hereinafter  provided.  Election  or  appointment  of an
officer,  employee,  or agent shall not of itself create contractual rights. The
board of directors may authorize the subsidiary holding company to enter into an
employment  contract  with any officer in  accordance  with  regulations  of the
Office, but no such contract shall impair the right of the board of directors to
remove any officer at any time in accordance with Section 3 of this Article V.

     SECTION 3.  REMOVAL.  Any officer may be removed by the board of  directors
whenever in its judgment the best  interests of the subsidiary  holding  company
will be served thereby, but such removal, other than for cause, shall be without
prejudice to the contractual rights, if any, of the person so removed.

     SECTION  4.   VACANCIES.   A  vacancy  in  any  office  because  of  death,
resignation, removal, disqualification,  or otherwise may be filled by the board
of directors for the unexpired portion of the term.

     SECTION 5.  REMUNERATION.  The  remuneration of the officers shall be fixed
from time to time by the board of directors.


               ARTICLE VI - CONTRACTS, LOANS, CHECKS, AND DEPOSITS

     SECTION 1. CONTRACTS. To the extent permitted by regulations of the Office,
and except as otherwise  prescribed by these bylaws with respect to certificates
for shares, the board of directors may authorize any officer, employee, or agent
of the  subsidiary  holding  company to enter into any  contract  or execute and
deliver any  instrument in the name of and on behalf of the  subsidiary  holding
company. Such authority may be general or confined to specific instances.

     SECTION 2. LOANS.  No loans shall be contracted on behalf of the subsidiary
holding  company  and no evidence  of  indebtedness  shall be issued in its name
unless  authorized by the board of directors.  Such  authority may be general or
confined to specific instances.

     SECTION 3. CHECKS, DRAFTS, ETC. All checks, drafts, or other orders for the
payment of money,  notes, or other evidences of indebtedness  issued in the name
of the  subsidiary  holding  company  shall be signed  by one or



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more officers,  employees,  or agents of the subsidiary  holding company in such
manner as shall from time to time be determined by the board of directors.

     SECTION  4.  DEPOSITS.  All funds of the  subsidiary  holding  company  not
otherwise  employed  shall be  deposited  from time to time to the credit of the
subsidiary  holding company in any duly authorized  depositories as the board of
directors may select.


            ARTICLE VII - CERTIFICATES FOR SHARES AND THEIR TRANSFER

     SECTION 1.  CERTIFICATES FOR SHARES.  Certificates  representing  shares of
capital stock of the subsidiary  holding  company shall be in such form as shall
be  determined  by the board of  directors  and  approved  by the  Office.  Such
certificates  shall be  signed by the chief  executive  officer  or by any other
officer of the subsidiary  holding company authorized by the board of directors,
attested  by the  secretary  or an  assistant  secretary,  and  sealed  with the
corporate  seal or a facsimile  thereof.  The signatures of such officers upon a
certificate may be facsimiles if the certificate is manually signed on behalf of
a transfer agent or a registrar other than the subsidiary holding company itself
or one of its employees.  Each  certificate for shares of capital stock shall be
consecutively  numbered  or  otherwise  identified.  The name and address of the
person to whom the  shares  are  issued,  with the  number of shares and date of
issue,  shall be entered on the stock transfer  books of the subsidiary  holding
company.  All  certificates  surrendered to the subsidiary  holding  company for
transfer  shall be canceled  and no new  certificate  shall be issued  until the
former  certificate  for a like  number  of  shares  has  been  surrendered  and
canceled,  except  that in the case of a lost or  destroyed  certificate,  a new
certificate  may be issued  upon  such  terms and  indemnity  to the  subsidiary
holding company as the board of directors may prescribe.

     SECTION 2.  TRANSFER OF SHARES.  Transfer of shares of capital stock of the
subsidiary  holding  company  shall be made  only on its stock  transfer  books.
Authority  for such  transfer  shall be given only by the holder of record or by
his or her legal  representative,  who shall  furnish  proper  evidence  of such
authority,  or by his attorney  authorized by a duly executed  power of attorney
and filed with the subsidiary holding company.  Such transfer shall be made only
on surrender for cancellation of the certificate for such shares.  The person in
whose name shares of capital stock stand on the books of the subsidiary  holding
company shall be deemed by the  subsidiary  holding  company to be the owner for
all purposes.


                    ARTICLE VIII - FISCAL YEAR; ANNUAL AUDIT

     The fiscal year of the subsidiary holding company shall end on the 30th day
of September of each year. The  appointment  of accountants  shall be subject to
annual ratification by the shareholders.


                             ARTICLE IX - DIVIDENDS

     Subject to the terms of the subsidiary  holding  company's  charter and the
regulations  and orders of the Office,  the board of directors may, from time to
time,  declare,  and the subsidiary  holding  company may pay,  dividends on its
outstanding shares of capital stock.


                           ARTICLE X - CORPORATE SEAL

     The board of  directors  shall  provide a subsidiary  holding  company seal
which shall be two  concentric  circles  between  which shall be the name of the
subsidiary holding company. The year of incorporation or an emblem may appear in
the center.



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                             ARTICLE XI - AMENDMENTS

     These bylaws may be amended in a manner  consistent with regulations of the
Office and shall be effective after: (i) approval of the amendment by a majority
vote of the  authorized  board of directors,  or by a majority vote of the votes
cast by the shareholders of the subsidiary holding company at any legal meeting,
and (ii)  receipt  of any  applicable  regulatory  approval.  When a  subsidiary
holding company fails to meet its quorum  requirements,  solely due to vacancies
on the board,  then the affirmative vote of a majority of the sitting board will
be required to amend the bylaws.



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